Integralis AG / Mergers & Acquisitions/Offer
30.07.2009
Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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NTT Communications publishes offer document for the takeover of Integralis
- Acceptance period begins
- BaFin gives permission for offer document
- Acceptance period runs from July 30, 2009 until September 11, 2009
- Offer price of EUR 6.75 per Integralis share
- Irrevocable undertakings already secured for approximately 43
percent of Integralis share capital
TOKYO, JAPAN and ISMANING. GERMANY- July 30, 2009. NTT Communications
Deutschland GmbH, a wholly-owned subsidiary of NTT Communications
Corporation (NTT Com) and, indirectly, Nippon Telegraph and Telephone
Corporation, today published the offer document for the voluntary public
tender offer for all Integralis AG shares. As announced on June 30, 2009,
NTT Communications Deutschland GmbH is offering EUR 6.75 per Integralis
share as consideration in a cash takeover bid. From today, shareholders of
Integralis AG may tender their shares to NTT Communications Deutschland
GmbH for purchase. To do so, they must issue a written declaration to their
respective custodian bank. The offer carries a premium of approximately 64
percent on the weighted average stock exchange price of the Integralis
shares in Germany during the three months prior to the announcement of the
decision to make the offer. The acceptance period starts today and will end
at 12 midnight (CEST) on September 11, 2009. NTT Communications Deutschland
GmbH expects the transaction to be concluded in September or following
expiration of the additional acceptance period in October.
NTT Communications Deutschland GmbH already has irrevocable undertakings
from major shareholders including, among others, the management board and
supervisory board of Integralis AG to accept the takeover offer amounting
to approximately 43 percent of the Integralis share capital*. The
management board and supervisory board of Integralis generally support the
offer and will issue their statements regarding the offer launched by NTT
Communications Deutschland GmbH after having reviewed the offer document.
By taking over Integralis, NTT Com will expand its global IT service
portfolio with a market-leading platform for IT security solutions and
close an important demand gap for its corporate customers.
'The responses to our announcement of a partnership with Integralis were
resoundingly positive,' said Akira Arima, Senior Executive Vice President
of NTT Com. 'We are particularly delighted with the positive signals from
the employees of both companies.'
NTT Com intends to integrate Integralis into the NTT Com Group and to run
Integralis accordingly as a legally independent company. NTT Com is
interested in retaining the management and staff of Integralis and
supporting the company in its future growth. Integralis is also likely to
continue to operate under the same name in the future, with its bipartite
management board of Georg Magg and Roger Friederich continuing to lead the
company.
The offer document in accordance with the German Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Ãbernahmegesetz, WpÃG) was given
permission by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). It is now
available to view at http://www.nttcom.de.
*Diluted Shares Basis, as defined in the Offer Document
_______________________________________________________
The offer is conditional among other things on NTT Com acquiring at least
75 percent of the Integralis share capital1. It is also subject to other
conditions, such as antitrust approval. Please refer to the offer document
for all definitions, terms and conditions of the offer.
NTT Communications Deutschland GmbH intends to pay the consideration
entirely from cash available with NTT Com.
About NTT Communications Corporation
NTT Com provides a broad range of global networks, management solutions and
IT services to customers worldwide. The company is renowned for reliable,
high-quality security, hosting, voice, data and IP services, as well as
expertise in managed networks and leadership in IPv6 transit technology.
Its extensive infrastructure includes Arcstar(TM) Global IP-VPN and Global
e-VLAN, as well as a Tier-1 IP backbone reaching more than 150 countries in
partnership with major Internet service providers, and secure data centers
in Asia, North America and Europe. NTT Com is the wholly-owned subsidiary
of Nippon Telegraph and Telephone Corporation, one of the world's largest
telecoms with listings on the Tokyo and London stock exchanges as well as
New York (in the form of American Depository Receipts). For the fiscal year
ended March 31, 2009, NTT Communications Corporation reported revenues of
JPY 1,127 billion (EUR 9.3 billion). The number of employees amounts to
8,350 people. For more information, please visit www.ntt.com/index-e.html.
About Integralis AG
As a leading international IT security solutions provider, Integralis
offers its customers expert consulting and tailored services to protect
their critical business processes. The Integralis product portfolio is
based on leading-edge technologies and strategic partnerships oriented to
planning, implementing and operating overarching information security
architectures. Backed by top quality skills and experience, the Integralis
consulting team supports customers' IT security projects by offering
structured methodical and technical consulting and implementation services.
Integralis services provide 24/7 multilingual support for the day-to-day
operation of customers' security systems around the world. Services
comprise the telephone hotline, remote monitoring and administration as
well as on-site support. Under the Integralis name, a global network of
branches serves a large number of blue-chip companies and public
authorities as well as many national and international businesses.
Integralis is listed in Deutsche Börse AG's Prime Standard. With 511
employees, Integralis realized revenues of EUR 169 million in 2008. Further
information on Integralis is available on the Internet at
www.Integralis.com.
Enquiries:
Hering Schuppener Consulting
(PR Advisor to NTT Communications Deutschland GmbH, NTT Communications
Corporation)
Tel: +49 170 635 3848
Heinrich Frömsdorf
NTT Communications Deutschland GmbH and NTT Communications Corporation:
Tel: +81 (3) 6700 4601
Kazunori Yozawa, Vice President
Houlihan Lokey Howard & Zukin (Europe) Limited
(Financial Advisor to NTT Communications Deutschland, NTT Communications
Corporation)
Tel: +44 20 7747 2750
Toby Pearce
Luca Crenna
Integralis AG:
Tel: +49 89 945 73 178
Peter Banholzer, Investor Relations Manager
Lincoln International AG
(Financial Advisor to Integralis AG)
Tel: +49 69 971 054 00
Richard-Benedikt Floto
Important information
This release is neither an offer to purchase nor a solicitation of an offer
to sell Integralis shares or any other security. The offer document and the
terms and conditions contained therein shall have sole relevance in respect
of the offer. Investors and holders of shares in Integralis are advised to
read the relevant documents regarding the tender offer to be published by
NTT Communications Deutschland GmbH because they will contain important
information. Investors and holders of shares in Integralis will be able to
receive the offer document as well as other documents in connection with
the offer from the website www.nttcom.de once these become available.
The information herein may contain 'forward-looking statements' that may be
identified by words such as 'expects,' 'anticipates,' 'intends,' 'plans'
'believes,' 'estimates' or words of similar meaning about the expected
future business of NTT Communications Deutschland GmbH, Integralis AG or
any other entity. These statements are based on the current expectations of
the management of NTT Communications Corporation, NTT Communications
Deutschland GmbH and Integralis AG and are inherently subject to
uncertainties and changes in circumstances. NTT Communications Corporation,
NTT Communications Deutschland GmbH and Integralis AG do not undertake any
obligation to update the forward-looking statements to reflect actual
results, or any change in events, conditions, assumptions or other factors.
Contact:
Integralis AG
Peter Banholzer (IR)
Tel:+49 89 945 73 178
peter.banholzer@integralis.com
Contact:
Integralis AG
Peter Banholzer (IR)
Tel:+49 89 945 73 178
peter.banholzer@integralis.com
DGAP 30.07.2009
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Language: English
Issuer: Integralis AG
Robert-Bürkle-Str. 3
85737 Ismaning
Deutschland
Phone: +49 (0)89 94573-178
Fax: +49 (0)89 94573-180
E-mail: ir@integralis.com
Internet: www.integralis.com
ISIN: DE0005155030
WKN: 515503
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, München, Düsseldorf, Stuttgart, Hamburg
End of News DGAP News-Service
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DGAP-News: Integralis AG:NTT Communications publishes offer document for the takeover of Integralis - Acceptance period begins
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